News & Analysis as of

Securities Act of 1933 Securities Exchange Act

The Securities Act of 1933 is a United States federal statute enacted in response to the stock market crash of 1929 and the ensuing Great Depression. The Act has two primary purposes: 1) to give investors better... more +
The Securities Act of 1933 is a United States federal statute enacted in response to the stock market crash of 1929 and the ensuing Great Depression. The Act has two primary purposes: 1) to give investors better access to material information prior to investing 2) ensure that transactions are not based on fraud. In order to effectuate its dual goals, the Act requires that any offer or sale of securities is registered with the SEC. less -
Latham & Watkins LLP

SEC Staff Clarifies That Certain Dollar-Backed Stablecoins Do Not Implicate the Securities Laws

Latham & Watkins LLP on

The Staff noted that a stablecoin generally is not subject to SEC jurisdiction if it is not an investment and used solely for commercial activity....more

WilmerHale

Year in Review: 2024 AI Securities Litigation Trends

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Claims relating to statements about artificial intelligence (“AI”) have rapidly become a focal point in securities litigation. Similar to the past surge of “greenwashing” claims tied to climate change disclosures, in 2024 we...more

A&O Shearman

Northern District Of Ohio Dismisses Putative Class Action Against Medical Services Company For Failure To Adequately Allege...

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On March 19, 2025, Judge Charles E. Fleming of the United States District Court for the Northern District of Ohio dismissed a putative class action asserting claims under the Securities Exchange Act of 1934 and the Securities...more

WilmerHale

The State of Meme Coin Regulation: SEC Staff’s Statement and Other Considerations

WilmerHale on

On February 27, the staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission  (“SEC” or “Commission”) released a statement concerning meme coins (“Statement”) with the stated...more

A&O Shearman

Southern District Of New York Denies Digital Asset Trading Company’s Motion For Judgment On The Pleadings

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On February 7, 2025, Judge Paul A. Engelmayer of the United States District Court for the Southern District of New York denied a motion for judgment on the pleadings in a putative class action against a cryptocurrency...more

WilmerHale

SEC Staff Expands Confidential Review Accommodations for Certain Issuers and Transactions

WilmerHale on

On March 3, 2025, the Division of Corporation Finance (the “Division”) of the Securities and Exchange Commission (the “SEC”) issued new guidance, effective immediately, significantly expanding the ability of companies to...more

Dechert LLP

SEC’s Division of Corporation Finance Clarifies Stance on Meme Coins

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The SEC's Division of Corporation Finance has clarified that meme coins are not considered securities under federal securities laws, and that transactions involving meme coins do not require SEC registration. Meme coins,...more

A&O Shearman

Southern District Of New York Grants In Part And Denies In Part Motion To Dismiss Claims In Securities Class Action Against...

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On January 27, 2025, Judge Jesse M. Furman of the United States District Court for the Southern District of New York partially granted a motion to dismiss a putative securities class action asserting claims under Sections...more

Nutter McClennen & Fish LLP

Nutter Securities Enforcement Update: 2024 Fourth Quarterly Review

The Nutter Securities Enforcement Update is a periodic update of noteworthy recent securities enforcement activity, settlements, decisions, and charges. We provide brief summaries that highlight recent enforcement action...more

A&O Shearman

The Ninth Circuit Affirms Dismissal Of Claims Against Hearing Aid Manufacturer Regarding Statements About Insurance Coverage

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On January 10, 2025, the United States Court of Appeals for the Ninth Circuit Court affirmed the dismissal of a putative securities class action brought by a pension plan alleging that a hearing aid manufacturer (the...more

Orrick, Herrington & Sutcliffe LLP

SEC sanctions broker-dealer for misleading bond sales

On January 13, a broker-dealer agreed to pay over $40 million to settle SEC charges that it failed to properly supervise its employees in the sale of mortgage-backed bonds. According to the SEC order, the broker-dealer’s...more

Proskauer - Regulatory & Compliance

Digital Assets:  What to Expect from the Incoming Administration and Congress

The Trump Administration and the new Republican-led Congress are expected to create a friendlier governmental approach to crypto assets. Among other things, key nominees to serve as senior administration officials are known...more

Morgan Lewis

Attorneys General Allege SEC Overreach in Digital Asset Regulation

Morgan Lewis on

A complaint was recently filed by 18 state attorneys general and the DeFi Education Fund against the US Securities and Exchange Commission (SEC), alleging that the agency is exceeding its authority by attempting to regulate...more

Allen Matkins

SEC Settles "Charges" For Failure To File Timely Form D

Allen Matkins on

Last week, the U.S. Securities and Exchange Commission announced that it had settled "charges" against two private companies and one registered investment adviser for failing to timely file Forms D for several unregistered...more

Cooley LLP

2025 Financial Staleness Calendar and Filing Guide

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As we approach the final months of 2024, many companies are looking toward 2025 for initial public offerings and other public financing transactions. Among the most commonly asked questions during capital markets transactions...more

Orrick, Herrington & Sutcliffe LLP

Crypto exchange files complaint against SEC for “de facto” rule

On October 8, a crypto exchange company filed a complaint against the SEC in the U.S. District Court for the Eastern Division of Texas, Tyler Division, seeking declaratory and injunctive relief to prevent the SEC from...more

A&O Shearman

Western District Of Texas Dismisses Putative Securities Class Action Against Cryptocurrency Exchange For Lack Of Personal...

A&O Shearman on

On September 6, 2024, Judge Robert Pitman of the United States District Court for the Western District of Texas dismissed a putative securities class action against a family of corporations (“Corporate Defendants”) that,...more

BCLP

SEC Roasts Keurig for Claims Regarding Recycling of K-Cup Pods

BCLP on

On September 10, 2024, the SEC announced that it had charged Keurig Dr. Pepper for making incomplete, and therefore inaccurate, statements regarding the recyclability of its popular K-cup pods....more

Venable LLP

Forward-Looking Statements: Safe Harbors Compliance Guidelines

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The securities law disclosure framework has evolved to encourage; companies acting in good faith to disseminate relevant projections pertaining to their businesses to the general public "without fear of open-ended liability."...more

Seward & Kissel LLP

SEC Charges Publisher for Manipulation Scheme Targeting Retail Investors

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Who may be interested: Investment Advisers - Quick Take: The SEC filed a complaint in federal court charging activist short publisher Andrew Left and Citron Capital, LLC, an investment adviser he operated, with securities...more

Eversheds Sutherland (US) LLP

RILA revolution: SEC adopts tailored registration framework for RILAs and MVAs

On July 1, 2024, the Securities and Exchange Commission (SEC) adopted rule and form amendments to provide a tailored registration framework for registered index-linked annuities (RILAs) and registered market value adjustment...more

Fenwick & West LLP

SEC v. Binance: Court Decides Majority of Claims Can Proceed but Expresses Skepticism of SEC’s Application of Law to the...

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Of particular importance for the crypto industry, the opinion analyzes the SEC’s allegations that Binance and BAM offered and sold various tokens and programs to investors as investment contracts without registering them with...more

Morgan Lewis

Current Developments in SEC Enforcement for Public Companies 2024

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The US Securities and Exchange Commission (SEC) continued its significant focus on public companies in 2023 with its enforcement and rulemaking programs, and this heightened level of attention will continue throughout 2024....more

Holland & Knight LLP

Watts What You Say? SEC Brings a Battery of Charges Against EV Startup Company

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The SEC on Feb. 29, 2024, announced settled charges against Lordstown Motors Corp. (Lordstown) for allegedly misleading investors about sales prospects for the Endurance, Lordstown's flagship pickup truck for the electric...more

Husch Blackwell LLP

SEC Adopts Final Climate-Related Disclosure Rules

Husch Blackwell LLP on

On March 6, 2024, the Securities and Exchange Commission (SEC) adopted climate disclosure rules which will require registrants to disclose detailed new climate-related disclosures in annual reports and registration...more

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